Denver Philharmonic Orchestra

“A quorum shall consist of twenty percent (20%) of members,all of whom shall be eligible to votfor any open director position on the board of directors”

“The goverining body keeps contemporaneous notes on proceedings”

“The committee members keep contemporaneous note on proceedings”

“Duty to disclose: in connection with any actual or possible conflict of interest, an interested person must disclose the existenc of the financial interest and be given the opportunit to disclose all material facts to the directors and members of the committees with board delegated powers considering the proposed transaction or arrangements. Determining wheter a conflict of interest exists: after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Procedures for addressing the conflict of interest: an interested person may make a presentation at the board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organizations best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. Violations of the conflicts of interest policy: if the board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the members response and after making further investigation as warranted by the circumstances, the board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective actions, which may include removal. Records of proceedings: the minutes of the board and all committees with board delegated powers shall contain: the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing boards or committees decision as to whether a conflict of interest in fact existed. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the context of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings”

“The personnel and nominating committee reviews the job performance of the executive director and presents findings to the board. Additionally, the personnel and nominating committee meets with the executive director to evaluate performance and execution of duties in relation to determining compensation. There are no other officers or key employees of the organization outside of the executive director. This process last took place in 2024.”

“Bank fees/processing fees 1339. 352. 596. 391.”

“Contract services 27728. 27728.”

“Dues/memberships/dev 3243. 3243.”

“GIFTS 176. 26. 150.”

“COST OF GOODS SOLD 2302.”